8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 3, 2009

 PERICOM SEMICONDUCTOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

California

(State or Other Jurisdiction of Incorporation)

0-27026 (Commission File Number) 77-0254621 (I.R.S. Employer Identification No.)

3345 North First Street, San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

(408) 435-0800

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

On February 3, 2009, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal first quarter and six months ended December 27, 2008. A copy of the press release and presentation slides which will be discussed in Pericom’s webcast earnings call are attached hereto as Exhibits 99.1 and 99.2, respectively.

The information in this current report on Form 8-K (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 12 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.

Item 9.01  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits.

The exhibit listed below is being furnished with this Form 8-K.

Exhibit Number	Description
99.1	Press Release issued by Pericom Semiconductor Corporation entitled “Pericom Semiconductor Reports Fiscal Q2 2009 Financial Results” dated February 3, 2009.
99.2	Earnings Presentation Slides

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERICOM SEMICONDUCTOR CORPORATION

By:  /s/ Angela Chen                             

        Angela Chen

        Chief Financial Officer

Date: February 3, 2009

EX-99.1

Contact: Jason Golz

FD

Tel: 415-293-4411

jason.golz@fd.com 

PERICOM SEMICONDUCTOR REPORTS

FISCAL Q2 2009 FINANCIAL RESULTS

San Jose, Calif. – February 3, 2009 - Pericom Semiconductor Corporation (NASDAQ: PSEM), a worldwide supplier of high-speed integrated circuits and frequency control products, today announced results for its fiscal second quarter ended December 27, 2008.

Quarterly Summary

§ Net revenues declined 30% sequentially and 24.5% year-over-year to $30.7 million

§ Gross profits decreased $5.2 million sequentially and $4.3 million year-over-year.

§ Gross margin of 34.9% was down 150 basis points on a sequential basis and down 200 basis points year-over-year.

§ Net income fell 56.5% sequentially and 61.1% year-over-year to $1.7 million.

§ Total shares repurchased during the period were 426,494 shares for $2.3 million.

Net revenues for the second quarter were $30.7 million, down 30% from the $43.9 million reported in the first quarter, and down 24.5% from the $40.7 million reported in the comparable period last year. Gross margin was 34.9%, down from 36.4% last quarter, and down from 36.9% in the comparable period last year. Net revenues for the six-month period ending December 27, 2008 were $74.6 million, down 5.8% from $79.2 million in the prior year comparable period. Gross margin in the six-month period ending December 27, 2008 was 35.8%, down from 36.7% in the comparable period last year.

Operating expenses in the quarter were $10.0 million, down from $11.1 million in the previous quarter and down slightly from $10.1 million in the comparable period last year. Operating expenses in the six-month period ending December 27, 2008 were $21.2 million, up from $20.0 million in the comparable period last year. Stock-based compensation expense in the quarter was $904,000, up from $795,000 in the previous quarter and up from $650,000 in the comparable period last year. Stock based compensation expense for the six-month period ended December 27, 2008 was $1.7 million, up from $1.2 million in the comparable prior year period.

Net income in the quarter was $1.7 million, or $0.07 per diluted share, compared with net income of $3.9 million, or $0.15 per diluted share in the first quarter and net income of $4.4 million, or $0.16 per diluted share, in the same period a year ago. Net income in the six-month period ending December 27, 2008 was $5.6 million, or $0.22 per diluted share, down from $8.3 million, or $0.31 per diluted share in the comparable prior year period.

“Our second quarter results reflect the difficult global economic environment in which we are currently operating,” said Alex Hui, president and CEO of Pericom.   “We experienced a sharp decline in revenue, which was consistent with declining end-market demand and inventory reduction initiatives across the supply chain.  As a result, we have taken steps to reduce our operating expenses to better match lower revenue expectations for our business.

“In the midst of these spending controls, we continue to invest in innovation.  Our team has identified key R&D programs that are important for Pericom’s long-term growth, focusing on connectivity and timing solutions for key serial protocols such as PCI-Express, DisplayPort, USB, SAS and SATA.  In the near-term, however, we are encouraged by the sustained design-in activity of our products into growth-oriented applications in the markets we serve. Enabling serial connectivity in computer, communication and consumer applications remains our primary focus, which we believe will position us well as end-market demand eventually stabilizes.”

New Products

In the December quarter, we continued to expand our serial connectivity solution with the introduction of 11 new products that were across the Signal Integrity, Timing and Connectivity product areas:

· Expanding its solutions for high speed serial protocol signal integrity, Pericom introduced 4 new ReDriverTM products supporting the DisplayPortTM video graphics protocol and the SATA (Serial ATA) protocol for storage devices. These new products target notebook and desktop applications and enable these high speed serial signals to work across external cables to video and storage end points.

· Adding to high speed Connectivity and Switching solutions, Pericom introduced 5 new switching and bridge products targeted across USB, Video, Ethernet switching, and PCI Express bridging applications. Applications include GPS, graphics and video display, notebook/docking, and ultra mobility platforms.

· Expanding its timing solutions for next generation platforms, Pericom introduced 2 new products. The M series is a family of Spread Spectrum Crystal Oscillators aimed at set top box and wireless networking applications, while the ‘jitter cleaner’ clock IC is aimed at advanced Synchronous Gigabit Ethernet networking applications.

Share Repurchase Update

On April 26, 2007, the Company’s Board of Directors authorized the repurchase of 2.0 million shares and on April 29, 2008, our Board of Directors authorized the repurchase of an additional $30 million of our common stock.  The Company has completed the repurchase of 2,000,000 shares under the 2007 authority at a total cost of approximately $25.2 million. Pursuant to the 2008 authority, the Company repurchased 426,494 shares in the three months ended December 27, 2008 for an aggregate cost of $2.3 million and an average per share purchase price of $5.42.  The company also repurchased 60,810 shares in the quarter ended September 27, 2008 for $760,917, with an average  of $12.51 per share.  The remaining balance of potential share repurchases under the 2008 authority is approximately $26.9 million.

Fiscal Q3 Outlook

The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially.

· Revenues in the third fiscal quarter are expected to be in the range of $23.0 million to $26.0 million.

· Gross margins are expected to be in the 33.0% to 34.5% range.

· Operating expenses are expected to be in the range of $9.2 to $9.5 million, which include stock-based compensation expense of approximately $0.9 million.

· Other income is expected to be approximately $1.0 million, consisting primarily of interest income.

· The effective tax rate is expected to be approximately 29 percent.

Conference Call

The press release will be followed by a conference call beginning at 1:30 p.m. Pacific time. To listen to the call, dial (877) 857-6163 (domestic) or (719) 325-4837 (international) and reference “Pericom.”

A taped replay of the conference call will be made available for five business days. To listen to the replay, dial (888) 203-1112 and reference Passcode 4884200.

The Pericom financial results conference call will be available via a live webcast on the investor relations section of the web site at http://www.pericom.com.  Access the web site 15 minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay will be available on the web site for approximately 90 days.

About Pericom

Pericom Semiconductor Corporation (NASDAQ: PSEM) enables serial connectivity with the industry's most complete solutions for the computing, communications and consumer market segments. Pericom's analog, digital and mixed-signal integrated circuits, along with its SaRonix-eCERA frequency control products are essential in the timing, switching, bridging and conditioning of high-speed signals required by today's ever-increasing speed and bandwidth demanding applications. Company headquarters is in San Jose, California, with design centers and technical sales and support offices globally. http://www.pericom.com

This press release contains forward-looking statements as defined under The Securities Litigation Reform Act of 1995. Forward-looking statements in this release include statements regarding Pericom being positioned to resume strong growth and the statements under the caption ‘Fiscal Q3 Outlook’, which regard the anticipated revenues, gross margins, operating expenses, other income and the effective tax rate. The Company’s actual results could differ materially from what is set forth in such forward-looking statements due to a variety of risk factors, including softness in demand for our products, price erosion for certain of our products, unexpected difficulties in developing new products, customer decisions to reduce inventory, economic or financial difficulties experienced by our customers, or technological and market changes. All forward-looking statements included in this document are made as of the date hereof, based on information available to the Company as of the date hereof, and Pericom assumes no obligation to update any forward-looking statements. Parties receiving this release are encouraged to review our quarterly report on Form 10-Q for the quarter ended September 27, 2008 and in particular the risk factors sections of that filing.

- See Attached Tables -

3545 North First Street  San Jose, CA   95134  (408) 435-0800

Pericom Semiconductor Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

	Three Months Ended									Six Months Ended
	Dec 27			Sep 27			Dec 29			Dec 27			Dec 29
	2008			2008			2007			2008			2007
Net revenues	$	30,732		$	43,896		$	40,726		$	74,628		$	79,194
Cost of revenues		20,013			27,914			25,694			47,927			50,161
Gross profit		10,719			15,982			15,032			26,701			29,033
Operating expenses:
Research and development		4,363			4,221			4,278			8,584			8,360
Selling, general and administrative		5,453			6,901			5,786			12,354			11,625
Restructuring charge		217			-			-			217			-
Total		10,033			11,122			10,064			21,155			19,985
Income from operations		686			4,860			4,968			5,546			9,048
Interest and other income		1,264			1,106			1,622			2,370			2,992
Other than temporary decline in value of investment		-			(44	)		-			(44	)		-
Income before income tax expense		1,950			5,922			6,590			7,872			12,040
Income tax expense		147			2,069			2,344			2,216			4,035
Minority interest in income of consolidated subsidiaries		(23	)		(45	)		(19	)		(68	)		(16	)
Equity in net income (loss) of unconsolidated affiliates		(71	)		117			169			46			290
Net income	$	1,709		$	3,925		$	4,396		$	5,634		$	8,279
Basic income per share	$	0.07		$	0.15		$	0.17		$	0.22		$	0.32
Diluted income per share	$	0.07		$	0.15		$	0.16		$	0.22		$	0.31
Shares used in computing basic income per share		25,418			25,679			25,888			25,549			25,817
Shares used in computing diluted income per share		25,496			26,239			26,959			25,868			26,669

- more -

Pericom Semiconductor Corporation

Condensed Consolidated Balance Sheets

(In thousands)

	As of		As of
	Dec 27, 2008		Jun 28, 2008
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	26,888	$	41,646
Short-term investments		67,405		72,108
Accounts receivable
Trade		26,856		29,002
Other receivables		5,561		1,684
Inventories		19,690		17,921
Prepaid expenses and other current assets		1,086		5,943
Deferred income taxes		3,957		3,344
Total current assets		151,443		171,648
Property, plant and equipment - net		33,759		29,173
Investments in unconsolidated affiliates		10,467		10,392
Deferred income taxes - non current		4,549		4,543
Long-term investments in marketable securities		21,644		10,171
Goodwill		1,672		1,325
Intangible assets		1,924		1,140
Other assets		2,163		3,191
Total assets	$	227,621	$	231,583
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	10,430	$	13,431
Accrued liabilities		5,851		8,779
Total current liabilities		16,281		22,210
Long-term debt		1,664		-
Deferred tax liabilities		800		800
Other long term liabilities		1,018		-
Minority interest in consolidated subsidiaries		1,187		1,118
Total liabilities		20,950		24,128
Shareholders' equity:
Common stock and paid in capital		129,488		132,028
Retained earnings and other comprehensive income		77,183		75,427
Total shareholders' equity		206,671		207,455
Total liabilities and shareholders' equity	$	227,621	$	231,583

- end -

3545 North First Street  San Jose, CA   95134  (408) 435-0800

EX-99.2

   v138659_ex99-2 -- Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing